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NOTE: This spoiler was submitted by Jeremy

The film opens with the narrator (Janet McTeer) stating that you may have heard this story before, but says you may remember it differently.

As it begins, there were two rival kingdoms. The first was the human kingdom, ruled by a greedy and power-hungry king, while the second kingdom, the Moors, was peaceful and tranquil, home to a number of delicate and gentle creatures. Sitting in a tree is a young fairy girl - Maleficent (Isobelle Molloy). She is playing with dolls until she hears a noise. A branch on the tree has snapped, and she wraps her hands around it to magically fix it. She then spreads her large wings and takes flight across the land, greeting all the other creatures she sees. She comes across the three pixies - Knotgrass (Imelda Staunton), Flittle (Lesley Manville), and Thistlewit (Juno Temple) - who tell Maleficent that the forest guards have caught a thief trying to steal a jewel. Maleficent flies to investigate.

The two large tree-like guards are holding back the thief as he hides. Maleficent tells him to come out, and is surprised to see it is a human boy, looking no different from her (you know, other than the wings and horns). His name is Stefan (Michael Higgins), and he is holding a jewel. Maleficent tells him to hand it back, and once he does, she tosses it into the river. She escorts him out of the Moors and learns that his parents are dead. He leaves, but returns to the Moors weeks later. From there, Maleficent and Stefan form a friendship, which later blossoms into a romance in their teenage years. On her 16th birthday, Stefan gives Maleficent "true love's kiss." However, this was not meant to last.

Now an adult (now played by Angelina Jolie), Maleficent is a more powerful guardian of the Moors. From the distance, she spots King Henry (Kenneth Cranham) and his army charging toward the Moors. Maleficent leads her own army of the forest guardians against Henry's forces. She swoops down and takes down the soldiers. With a few flaps of her wings, she throws them off their feet. She even brings Henry down, but he pushes her away with his armor, as it is made of iron, and iron burns fairies. Henry's army retreats back to the kingdom. In his bed, Henry speaks to his men, including the adult Stefan (now played by Sharlto Copley), ordering them to kill Maleficent. The one who does so will be appointed as his successor to the throne.

Stefan goes back into the Moors at night to seek out Maleficent. She finds him, and they reconnect after spending so much time apart. He gives her a wine to drink, which is laced with a drug. When Maleficent is asleep, Stefan pulls out a knife to kill her, but he cannot bring himself to do it. Instead, he takes a chain and uses it to take off Maleficent's wings. He brings them back to Henry to prove that he slew Maleficent. When she awakens, she feels the pain on her back, and then wails when she realizes her wings were stolen. She later picks up a stick, which she transforms into her scepter, then walks furiously through the Moors until she sits near the ruins. At the same time, Stefan is crowned king and is married to Henry's daughter Leila (Hannah New). Maleficent screams and lets out a powerful blast of green light into the sky, which Stefan can see from his tower.

In the morning, Maleficent sees a man capture a raven with a net, hurting it mercilessly. She uses her magic to turn the raven into a man (Sam Riley). The first man runs away, thinking he just captured a demon. Maleficent comes before the man-raven, who is at first unhappy with having his form changed, until he realizes that Maleficent saved him. He introduces himself as Diaval and agrees to be Maleficent's wings (he will spy on Stefan for her).

One day, the handmaidens in the kingdom chatter about the birth of a baby girl. Diaval overhears in his raven form and reports back to Maleficent to tell her that Stefan and Leila have welcomed a baby girl. They hold a christening for the little Princess Aurora. The whole kingdom turns out for the celebration, even the pixies. They come to bestow their gifts upon the baby. Knotgrass gives her the gift of beauty. Flittle grants her the gift of happiness. Before Thistlewit can grant Aurora her gift, a great wind blows through the hall. Everybody is stunned when Maleficent, donning her trademark crown and black robes, comes strolling in, grinning sinisterly. She admits to being surprised at not receiving an invitation, though she claims not to be offended. She too brings a gift. She faces the whole kingdom and announces that while the princess will indeed grow in grace and beauty, she will be cursed. When the sun sets on her 16th birthday, she will prick her finger on the spindle of a spinning wheel and fall into an eternal sleep. However, Maleficent says the curse can be broken by true love's kiss, and no power on earth can undo this. She leaves and sets up a bunch of thorned trees surrounding the Moors to keep Stefan's men out.

Stefan orders all his men to find every spinning wheel in the kingdom and have them taken apart and burned. He also orders the pixies to take Aurora away so they may hide her in a cottage in the woods. The pixies take human-like forms to blend in. Maleficent and Diaval still find them in the cottage, however. Maleficent creeps up by the window where the baby is and tries to frighten it, but the baby merely giggles. Maleficent dryly tells Aurora she hates her and calls her "Beastie".

Over time, Maleficent and Diaval keep their watch over Aurora as she grows. Maleficent also enjoys messing around with the pixies as they try (or not) to take care of Aurora. While the baby cries at night, Diaval brings her a flower with water for her to drink, while the pixies just sleep. The child (later played by Vivienne Jolie-Pitt) chases after a butterfly and nearly wanders over a cliff, but Maleficent uses her magic to have some branches catch her.

Growing more paranoid, Stefan orders his men to storm the Moors and kill Maleficent. They launch fireballs at the thorned trees, but Maleficent only makes them grow taller. Angered at the failure of his men, Stefan demands to see the iron makers.

Aurora (now played by Elle Fanning) grows into a beautiful young lady, nearing her 16th birthday. She happens upon the Moors one evening, and Maleficent puts her to sleep, while Stefan's men continue their hunt for Maleficent. They think they see her when they see Aurora walking around, though they dismiss her as a peasant girl. Maleficent turns Diaval into a wolf, who scares the men away. They take Aurora deeper into the Moors. When she awakens, she is enchanted by all the beauty and the creatures she sees. She sees Maleficent and thinks she is her fairy godmother, having recognized her and Diaval since childhood. Diaval takes his human form and greets the princess. Maleficent puts her to sleep again and lets her sleep in her cottage. Realizing she cares for the girl, she tries to revoke the curse, but because she made it so that no power on earth can undo it, she fails. Diaval, knowing that Maleficent has changed her feelings toward Aurora, says that true love's kiss can still break the spell, but Maleficent says she cursed her that way because there is no such thing.

Stefan sits in his chamber staring at Maleficent's wings as they are trapped in a glass cabinet. One of his men comes to tell him that the queen is dying and may not make it through the night. Stefan only concerns himself with Maleficent's impending arrival.

Maleficent sits with Aurora in the morning, telling her that there is an evil in the world that she may not be able to protect her from. Still, the princess is happy where she is and plans to tell the pixies (whom she believes are her aunts) that she wishes to stay in the Moors. While practicing what she'll say in the woods, she comes across the handsome Prince Phillip (Brenton Thwaites). He sees her and is mesmerized by her beauty, but their interaction is brief. Aurora returns to the pixies, who are trying to make her a cake for her birthday. She announces that she wants to stay in the Moors, to their shock. Knotgrass lets it slip that Aurora's father is expecting to see her the day after her birthday, despite previously telling the girl that her parents died. They also let slip about Maleficent's part in the curse. Aurora returns to Maleficent and asks if this is true. She admits that she is the dreaded fairy that Aurora was once told about. Now frightened by her, Aurora flees and returns to the kingdom.

Aurora is taken to Stefan, as he is planning his strategy for fighting Maleficent. She greets her father with a hug, and although he is relieved to see her fine, he orders that she be locked in her room for protection.

On the day of Aurora's birthday, the princess grows restless and has a discomfort on her finger. She then hears a voice calling her name. She goes through the walls after it is opened by a handmaiden, and then finds herself in the dungeon where the destroyed spinning wheels are. Back in the Moors, Maleficent realizes what day it is and then finds Phillip as he rides through the woods. She puts him to sleep and turns Diaval into a horse so they and Phillip with his horse can ride to the kingdom as the sun begins to set. As they race to the castle, Aurora notices the cursed spinning wheel forming. She walks to it and pricks her finger on the spindle, drawing some blood. Her eyes shut and she collapses to the floor. Maleficent senses that she is too late.

The handmaiden finds Aurora and brings her to her room where she rests. Stefan is both angered and distressed over this, blaming the pixies for their failure to protect Aurora. He swats Flittle away and leaves. Meanwhile, Maleficent and Diaval sneak into the kingdom with the still unconscious Phillip to break the spell. They drop Phillip off outside Aurora's room, and the pixies hear his body hit the floor. He wakes up and is brought in after introducing himself as the prince. The pixies push him to Aurora's bedside so he can give her true love's kiss. Although he is attracted to Aurora, his kiss is not enough to wake her up. Maleficent and Diaval watch this sadly, and Phillip leaves. Maleficent enters Aurora's room and stands by her bed, apologizing to her for what she's done, and ensures that no harm will come to her as she sleeps. She kisses the girl's forehead and turns to leave, when Aurora's eyes open. "Fairy Godmother?" she says. "Beastie", Maleficent responds. Aurora decides that she still wants to stay in the Moors, and Maleficent begins to guide her out.

One of the guards goes to tell Stefan that Maleficent has been spotted. They all ambush her in the hall by dropping an iron net on her. The soldiers run and attack her, until she transforms Diaval into a large dragon. Diaval breathes fire at the guards while Maleficent tells Aurora to run. Diaval pulls the net off Maleficent, but the guards surround her with their shields. Stefan, entirely dressed in his armor, comes to face his former love for the last time. Meanwhile, Aurora comes by the room with Maleficent's wings, which start to flap. She pushes the cabinet over and breaks it, setting them free. Before Stefan can strike a fatal blow to Maleficent, the wings reach her back and reattach themselves to her. She begins to fly away until Stefan throws a chain at her leg and holds on. She flies out the window, pulling Stefan with her. They fall onto a tower, and Maleficent throws Stefan against the wall, declaring "It's over." Not satisfied, Stefan jumps on Maleficent, throwing them both off the tower. She takes flight again, dropping Stefan in the process. He falls to his death, and Maleficent stands by his body one last time.

A while later, Maleficent has found peace in her heart and undoes the dark magic in the Moors, restoring it to its former beauty. Aurora is crowned queen of both the human kingdom and the Moors, with Phillip coming to the Moors to join the other creatures in celebration. The narrator finishes the story by revealing that she is Aurora, as they once called her "Sleeping Beauty". She adds that in the end, it took one who was both a hero and a villain to make things right. And her name was Maleficent.

The film ends with Maleficent and Diaval flying high over the Moors and through the clouds.

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